Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

BAE Systems Plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

Change in Investment Manager. Proxy Voting Rights no-longer owned by Invesco Limited. No Market Transaction Completed.

X

3. Full name of person(s) subject to thenotification obligation: iii

Invesco Limited

4. Full name of shareholder(s)  (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

28 April 2014

6. Date on which issuer notified:

30 April 2014

(Received by BAE Systems plc on 6 May 2014)

7. Threshold(s) that is/are crossed orreached: vi, vii

13%, 12%, 11%, 10%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

Ordinary 2.5p Shares

423,033,400

423,033,400

346,418,742

10.94%

GB0002634946

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

346,418,742

10.94%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Invesco Fund Managers Limited - 289,729,118

Invesco Asset Management Limited - 35,181,256

Invesco Asset Management GmbH Deutschland - 1,856,740

Invesco Hong Kong Limited - 1,115,869

Invesco Investment Advisers Inc. - 8,471

Invesco PowerShares Capital Management LLC - 416,092

Invesco Asset Management Japan - 203,645

Invesco GT Management - 274,017

Invesco Global Asset Management Limited - 15,923,496

Invesco Asset Management S.A France - 55,194

ADR's Ratio 4:1- 413,711

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

14. Contact name:

Sam Edwards

15. Contact telephone number:

01491 416381